Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 10, 2024

WORKDAY, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-35680			20-2480422
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

6110 Stoneridge Mall Road

Pleasanton, California 94588

(Address of principal executive offices)

Registrant’s telephone number, including area code: [phone]

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.001			WDAY			The Nasdaq Stock Market LLC
						(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 10, 2024, the Board of Directors (the “Board”) of Workday, Inc. (“Workday”) appointed Rhonda J. Morris as a Class II director, with an effective date of February 14, 2025, following her retirement from Chevron Corporation. This class of directors will next stand for election at Workday’s 2026 Annual Meeting of Stockholders. The Board has determined that Ms. Morris is independent in accordance with the applicable rules of the Nasdaq Stock Market. Ms. Morris has served as Vice President and Chief Human Resources Officer for Chevron Corporation since 2016 and is expected to serve through December 2024. Ms. Morris began her career with Chevron in 1991, and has held roles of increasing responsibility since then in human resources, global marketing, and international products. She serves on several non-profit boards and is a fellow in the National Academy of Human Resources. Ms. Morris received a bachelor’s degree in English from the University of California, Davis, and a master’s degree in business administration from Boston University. She brings to our Board extensive operational experience in human capital management and keen insights on the customer experience.

In accordance with Workday’s standard compensation practices for non-employee directors, Ms. Morris is expected to receive a one-time grant of restricted stock units (“RSUs”) in the amount of $750,000 following the effective date of her appointment, one-fourth of which will vest one year after the grant date, and the balance of which will vest in equal quarterly installments over the following twelve quarters, assuming continuous service through the applicable vesting dates. Workday expects to enter into its standard form of indemnification agreement with Ms. Morris. Ms. Morris has not yet been named to serve on any committee of the Board and there are no arrangements or understandings between Ms. Morris and any other persons pursuant to which she was elected as a director. Chevron Corporation is a customer of Workday and made payments to Workday of approximately $19.8 million for the fiscal year ended January 31, 2024, and approximately $900,000 during the six months ended July 31, 2024. These transactions were based on arms-length agreements entered into in the ordinary course of business.

A copy of the press release announcing Ms. Morris’s appointment is attached hereto as Exhibit 99.1. The information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Press release dated September 10, 2024
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 10, 2024

			Workday, Inc.
			/s/ Richard H. Sauer
			Richard H. Sauer
			Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary

Exhibit 99.1

Workday Appoints Rhonda J. Morris, Vice President and Chief Human Resources Officer of Chevron Corporation, to its Board of Directors

PLEASANTON, Calif., September. 10, 2024 -- Workday, Inc. (NASDAQ:WDAY), a leading provider of solutions to help organizations manage their people and money, today announced the election of Rhonda J. Morris, vice president and chief human resources officer (CHRO) for Chevron Corporation, to its Board of Directors.

Morris’ appointment to the Workday Board underscores Workday’s commitment of delivering meaningful value to its customers, as she brings a unique, user-oriented perspective alongside a deep understanding of Workday’s products.

“Rhonda’s extensive experience leading HR transformation and her deep understanding of the needs of global enterprises make her an invaluable addition to our Board,” said Carl Eschenbach, CEO, Workday. “Her appointment reinforces Workday’s commitment to delivering transformative solutions to our customers that continue to propel the industry forward.”

Since 2016, Morris has shaped and driven Chevron’s people and culture strategy, including leadership succession, learning and talent, diversity and inclusion, workforce planning, and total rewards. In her role as CHRO, Morris has tirelessly advocated for Chevron’s people, spearheading a complex HR digital transformation to unify multiple ERP systems with Workday, delivering increased value and improved user experience on a global scale.

With more than 31 years of global business acumen, HR functional expertise and c-suite leadership, Morris has held roles in human resources, global marketing, and international products. She serves on several non-profit boards and is a fellow in the National Academy of Human Resources.

“I am deeply committed to empowering HR teams with innovative tools that not only enhance workforce experiences, but drive meaningful business value at the same time,” said Morris. “Having witnessed firsthand the transformative impact of Workday's products, I am honored to represent the voice of the customer and look forward to contributing to the company's continued innovation and growth.”

Morris will officially join the board in early 2025, following her retirement as Chevron’s CHRO.

About Workday

Workday is a leading enterprise platform that helps organizations manage their most important assets – their people and money. The Workday platform is built with AI at the core to help customers elevate people, supercharge work, and move their business forever forward. Workday is used by more than 10,500 organizations around the world and across industries – from medium-sized businesses to more than 60% of the Fortune 500. For more information about Workday, visit workday.com.

© 2024 Workday, Inc. All rights reserved. Workday and the Workday logo are registered trademarks of Workday, Inc. All other brand and product names are trademarks or registered trademarks of their respective holders.

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Forward-Looking Statements

This press release contains forward-looking statements including, among other things, statements regarding Workday's plans, beliefs, and expectations. These forward-looking statements are based only on currently available information and our current beliefs, expectations, and assumptions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, assumptions, and changes in circumstances that are difficult to predict and many of which are outside of our control. If the risks materialize, assumptions prove incorrect, or we experience unexpected changes in circumstances, actual results could differ materially from the results implied by these forward-looking statements, and therefore you should not rely on any forward-looking statements. Risks include, but are not limited to, risks described in our filings with the Securities and Exchange Commission ("SEC"), including our most recent report on Form 10-Q or Form 10-K and other reports that we have filed and will file with the SEC from time to time, which could cause actual results to vary from expectations. Workday assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by law.

Any unreleased services, features, or functions referenced in this document, our website, or other press releases or public statements that are not currently available are subject to change at Workday's discretion and may not be delivered as planned or at all. Customers who purchase Workday services should make their purchase decisions based upon services, features, and functions that are currently available.

For further information: Investor Relations Contact: Justin Furby, [e-mail]; Media Contact: Allison Kubota, [e-mail]

Document and Entity Information	Sep. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 10, 2024
Entity Registrant Name	WORKDAY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35680
Entity Tax Identification Number	20-2480422
Entity Address, Address Line One	6110 Stoneridge Mall Road
Entity Address, City or Town	Pleasanton
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94588
City Area Code	925
Local Phone Number	951-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.001
Trading Symbol	WDAY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001327811
Amendment Flag	false

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